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Carlyle Aviation Elevate Merger Subsidiary Ltd. announces early participation results of its previously announced exchange offer and consent solicitation

·10 min read

NEW YORK, June 14, 2021 (GLOBE NEWSWIRE) -- Carlyle Aviation Elevate Merger Subsidiary Ltd. (“Elevate”) today announced the early participation results of its previously announced offer to exchange (the “Exchange Offer”) any and all of the outstanding 5.250% Senior Notes due 2024 (the “Old Notes”) issued by Fly Leasing Limited (“Fly”) for new notes (the “New Notes”) to be initially issued by Elevate and ultimately assumed by Fly upon consummation of the merger of Elevate and Fly following which Fly will be the surviving company and an indirect wholly owned subsidiary of Carlyle Aviation Elevate Ltd. (the “Merger”) and solicitation of consents (the “Consent Solicitation”) to the proposed amendments (the “Proposed Amendments”) and waivers of certain provisions (the “Proposed Waivers”) to the indenture governing the Old Notes (the “Existing Indenture”). The Exchange Offer and Consent Solicitation were made on the terms and subject to the conditions set forth in the Exchange Offer and Consent Solicitation Statement dated May 28, 2021 (the “Exchange Offer and Consent Solicitation Statement” and, together with the accompanying eligibility letter, the “Offer Documents”).

If an Eligible Holder (as defined below) validly tenders Old Notes in the Exchange Offer, such Eligible Holder will be deemed to deliver its consent, with respect to the principal amount of such tendered Old Notes, to the Proposed Amendments and Proposed Waivers. Eligible Holders may neither deliver their consents in the Consent Solicitation without tendering Old Notes in the Exchange Offer, nor may they tender Old Notes in the Exchange Offer without delivering their consents with respect to such Old Notes in the related Consent Solicitation.

The early participation date (the “Early Participation Date”) and the withdrawal deadline (the “Withdrawal Deadline”) for the Exchange Offer and Consent Solicitation occurred at 5:00 p.m., New York City time, on June 11, 2021. As a result, tendered Old Notes and the related consents may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law as determined by Elevate.

Elevate was advised by D.F. King & Co., Inc., as the exchange agent and information agent for the Exchange Offer and Consent Solicitation, that as of the Withdrawal Deadline and Early Participation Date, the aggregate principal amounts of Old Notes specified in the final column in the table below were validly tendered and not validly withdrawn pursuant to the Exchange Offer and Consent Solicitation.

Title of Security

CUSIP / ISIN

Principal
Amount
Outstanding

Principal Amount
Tendered as

of the Early
Participation Date

5.250% Senior Notes due 2024

34407D AC3 /
US34407DAC39

$300,000,000

$285,809,000

Holders who tendered Old Notes and delivered consents at or prior to the Early Participation Date will receive the Total Exchange Consideration (as defined below), which includes the Early Participation Payment (as defined below). The “Total Exchange Consideration” payable by Elevate for each $1,000 principal amount of Old Notes that were validly tendered at or prior to the Early Participation Date and accepted by Elevate consists of $1,000 principal amount of New Notes (which amounts are inclusive of the Early Participation Payment). The “Early Participation Payment” for Old Notes validly tendered at or prior to the Early Participation Date is equal to $30 principal amount of New Notes and $5 in cash payment for each $1,000 principal amount of such Old Notes.

Eligible Holders who validly tender their Old Notes after the Early Participation Date, but at or prior to the Expiration Date (as defined below), will be eligible to receive consideration (the “Exchange Consideration”), which will consist, for each $1,000 principal amount of such Old Notes validly tendered and accepted for exchange by Elevate, of the Total Exchange Consideration, minus the Early Participation Payment. All Eligible Holders whose Old Notes (and related consents) are accepted in the Exchange Offer and Consent Solicitation will receive a cash payment equal to accrued and unpaid interest on such Old Notes to, but not including, the Settlement Date (as defined below) in addition to their Total Exchange Consideration or Exchange Consideration, as applicable. There is no separate consent payment for the Consent Solicitation.

The Exchange Offer and Consent Solicitation are subject to the terms and conditions described in the Exchange Offer and Consent Solicitation Statement, including the consummation of the Merger, receipt of consents of the holders of at least a majority in principal amount of the then outstanding Old Notes (the “Requisite Consents”) and the “Minimum Issue Condition,” pursuant to which, at the Expiration Date, the aggregate principal amount of New Notes to be issued on the Settlement Date (as defined below) pursuant to the Exchange Offer must be at least $150 million. Elevate reserves the right, subject to applicable law, to waive any and all conditions to any Exchange Offer and Consent Solicitation.

The amount of outstanding Old Notes validly tendered and not validly withdrawn as of the Early Participation Date, as reflected in the table above, is expected to satisfy the Minimum Issue Condition of the Exchange Offer and the receipt of the Requisite Consents in the Consent Solicitation.

The consent to and adoption of the Proposed Amendments and the Proposed Waivers required the receipt of the Requisite Consents and satisfaction of the conditions set forth in the Offer Documents. The Proposed Amendments will amend the ongoing reporting covenant as well as amend certain other provisions of the Existing Indenture, as described in the Exchange Offer and Consent Solicitation Statement on the terms and subject to the conditions set forth in the Offer Documents, to align with the provisions under the indenture governing the New Notes. The Proposed Waivers will, among other things, waive the requirement in the Existing Indenture to make a change of control offer upon consummation of the Merger. The Proposed Amendments and Proposed Waivers will become effective and operative upon execution of a supplemental indenture and satisfaction of the conditions set forth in the Offer Documents.

Only holders who have duly completed and returned an eligibility letter (which can be accessed at the following link: www.dfking.com/fly) certifying that they are either (1) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (2) non-“U.S. persons” (as defined in Rule 902 under the Securities Act) located outside of the United States and who are “Non-U.S. qualified offerees” (as defined in the eligibility letter) were authorized to receive the Exchange Offer and Consent Solicitation Statement and to participate in the Exchange Offer and Consent Solicitation (each such holder, an “Eligible Holder”).

The Exchange Offer and Consent Solicitation will expire at 11:59 p.m. (New York City time) on June 25, 2021 unless extended or earlier terminated by Elevate (such date and time with respect to the Exchange Offer and Consent Solicitation, as the same may be extended with respect to the Exchange Offer and Consent Solicitation, the “Expiration Date”).

Promptly after the Expiration Date, Elevate will issue a press release specifying, among other things, the aggregate principal amount of Old Notes accepted in the Exchange Offer and Consent Solicitation.

The “Settlement Date,” if any, is the date on which Elevate will settle all Old Notes validly tendered and accepted for exchange subject to all conditions having been satisfied or waived. The Settlement Date is expected to be promptly following the Expiration Date and not later than the business day following the Expiration Date, unless extended with respect to the Exchange Offer and Consent Solicitation. The New Notes will mature on October 15, 2024 and the will accrue interest at the rate of 7.00% per annum payable semi-annually on October 15 and April 15 of each year, commencing October 15, to holders of record at the close of business on the preceding October 1 or April 1, as applicable.

If and when issued, the New Notes will not be registered under the Securities Act or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

In connection with the consummation of the Merger, Elevate expects to conduct a private offering of up to $100.0 million aggregate principal amount of New Notes for cash (the “Concurrent Offering”). The proceeds from the Concurrent Offering will initially be used for general corporate purposes. Elevate expects that the New Notes issued in the Concurrent Offering will form a single class in all respects with the New Notes issued upon consummation of the Exchange Offer and Consent Solicitation and that all such New Notes will be issued under the same indenture, although no assurance can be given that that will in fact be the case. The Concurrent Offering is being made pursuant to a separate offering memorandum. This press release does not constitute an offer to sell or the solicitation of an offer to buy New Notes in the Concurrent Offering. Neither the Exchange Offer and Consent Solicitation nor the Concurrent Offering is conditioned upon the completion of the other.

D.F. King & Co., Inc. is acting as the information and exchange agent for the Exchange Offer and Consent Solicitation. Questions or requests for assistance related to the Exchange Offer and Consent Solicitation, including for assistance in completing an eligibility letter, or for additional copies of the Offer Documents may be directed to D.F. King & Co., Inc. toll free at (800) 967-7510, toll at (212) 269-5550 or email at fly@dfking.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer and Consent Solicitation.

If Elevate terminates the Exchange Offer and Consent Solicitation it will give prompt notice to the Exchange Agent or Information Agent, and all Old Notes tendered will be returned promptly to the tendering holders thereof. With effect from such termination, any Old Notes blocked in DTC will be released.

Eligible Holders are advised to check with any bank, securities broker or other intermediary through which they hold Old Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that holder to be able to participate in, or withdraw their instruction to participate in, the Exchange Offer and Consent Solicitation before the deadlines specified herein and in the Offer Documents. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will be earlier than the relevant deadlines specified herein and in the Offer Documents.

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to purchase any Old Notes. The Exchange Offer and Consent Solicitation are being made solely pursuant to the Offer Documents. The Exchange Offer and Consent Solicitation are not being made to holders of Old Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Exchange Offer and Consent Solicitation to be made by a licensed broker or dealer, the Exchange Offer and Consent Solicitation will be deemed to be made on behalf of Elevate by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Cautionary Statement Regarding Forward-Looking Statements
In this communication we have made forward-looking statements. These forward- looking statements are not historical facts, but only predictions and generally can be identified by use of statements that include phrases such as “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “appear,” “project,” “estimate,” “intend,” or other words or phrases of similar import. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated. Eligible holders are urged to consider these risks carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date of this press release, and we undertake no obligation to update publicly these forward-looking statements to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events might or might not occur. We cannot assure you that projected results or events will be achieved.

CONTACT: Christa.zipf@carlyle.com


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